Restated Articles of Incorporation
of
Home Beneficial Corporation
Article I
The name of the Corporation is HOME BENEFICIAL CORPORATION.
Article II
The purpose of the Corporation is to buy or otherwise acquire, own,
manage and dispose of the capital stock and other securities of insurance
companies and other corporations. In addition, it shall have all other
powers not forbidden by law or required to be stated in the Articles of
Incorporation.
Article III
The aggregate number of shares which the Corporation shall have
authority to issue shall be 32,000,000 shares of common stock divided into
12,800,000 shares designated "Class A Common Stock" and 19,200,000 shares
designated "Class B Common Stock." The par value of the shares of both
classes of common stock shall be $.3125.
The preferences, limitations and voting rights and relative rights in
respect of the shares of each class of stock of the Corporation are as
follows:
A. Voting Rights
Except as otherwise required by the laws of the State of
Virginia, the holders of Class A Common Stock, to the exclusion
of the holders of Class B Common Stock, shall have the sole power
to vote for the election of directors and for all other purposes
without limitation.
B. Pre-Emptive Rights
The holders of Class A Common Stock shall have pre-emptive rights
with respect to Class A Common Stock, but such rights shall not
extend to treasury stock, stock issued for services or property
(other than money) or to stock issued to officers or employees
pursuant to a plan approved by the stockholders. The holders of
Class A Common Stock shall have no pre-emptive rights with
respect to Class B Common Stock and the holders of Class B Common
Stock shall have no pre-emptive rights with respect to either
Class A Common Stock or Class B Common Stock.
C. Dividends and Distributions
The holders of Class A Common Stock and Class B Common Stock of
the Corporation shall participate equally, share for share, in
any dividends in stock, cash or property which may be declared
from time to time by the Board of Directors, except that in the
case of a dividend in stock, the holders of Class B Common Stock
shall receive only Class B Common Stock while the holders of
Class A Common Stock may be issued on an equal share for share
basis either Class A Common Stock or Class B Common Stock or any
combination thereof in the discretion of the Board of Directors.
D. Other Rights
In all other respects, including but not by way of limitation ,
the right to share in the property or business of the Corporation
in the event of its liquidation in whole or in part and the right
to share in the assets of the Corporation in the event of its
dissolution or the distribution of its assets by way of return of
capital, each share of stock of the Corporation, whether Class A
Common Stock or Class B Common Stock shall rank equally and be
identical.
Article IV
A. To the full extent permitted by the Virginia Stock Corporation
Act, as it exists on the date hereof or may hereafter be amended, each
director and officer shall be indemnified by the Corporation against
liabilities, fines, penalties and claims imposed upon or asserted against him
(including amounts paid in settlement) by reason of having been such director
or officer, whether or not then continuing so to be, and against all expenses
(including counsel fees) reasonably incurred by him in connection therewith,
except in relation to matters as to which he shall have been finally adjudged
liable by reason of his willful misconduct or a knowing violation of criminal
law in the performance of his duty as such director or officer. The
determination that the indemnification under this Section A is permissible
shall be made as provided by law. The right of indemnification hereby
provided shall not be exclusive of any other rights to which any director or
officer may be entitled.
B. To the full extent permitted by the Virginia Stock Corporation
Act, as it exists on the date hereof or may hereafter by amended, in any
proceeding brought by a shareholder of the Corporation in the right of the
Corporation or brought by or on behalf of shareholders of the Corporation,
the liability of, and the damages assessed against, a director or officer of
the Corporation arising out of or resulting from a single transaction,
occurrence or course of conduct shall be limited and shall not exceed the
amount of $1.00, provided that the limitation of liability herein set forth
shall not be applicable if the director or officer engaged in willful
misconduct or a knowing violation of the criminal law.
C. The Board of Directors is hereby empowered, by a majority vote of
a quorum of disinterested directors, to indemnify or contract in advance to
indemnify any person not specified in Section A of this Article against
liabilities, fines, penalties and claims imposed upon or asserted against him
(including amounts paid in settlement) by reason of having been an employee,
agent or consultant of the Corporation, whether or not then continuing so to
be, and against all expenses (including counsel fees) reasonably incurred by
him in connection therewith, to the same extent as if such person were
specified as one to whom indemnification is granted in Section A of this
Article.
D. Every reference in this Article to director, officer, employee,
agent or consultant shall include (i) every director, officer, employee,
agent or consultant of the Corporation or any corporation the majority of the
voting stock of which is owned directly or indirectly by the Corporation,
(ii) every former director, officer, employee, agent or consultant of the
Corporation, (iii) every person who may have served at the request of or on
behalf of the Corporation as director, officer, partner, employee, agent,
consultant or trustee of another corporation, partnership, joint venture,
trust or other entity, and (iv) in all of such cases, his heirs, executors
and administrators.
E. The provisions of this Article IV shall be applicable from and
after its adoption even though some or all of the underlying conduct or
events relating to such a proceeding may have occurred before such adoption.
No amendment, modification or repeal of this Article IV shall diminish the
rights provided hereunder to any person arising from conduct or events
occurring before the adoption of such amendment, modification or repeal.
F. In the event there has been a change in the composition of a
majority of the Board of Directors after the date of the alleged act or
omission with respect to which indemnification is claimed, any determination
as to indemnification and advancement of expenses with respect to any claim
for indemnification made pursuant to Section A of this Article IV shall be
made by special legal counsel agreed upon by the Board of Directors and the
proposed indemnitee. If the Board of Directors and the proposed indemnitee
are unable to agree upon such legal counsel, the Board of Directors and the
proposed indemnitee each shall select a nominee, and the nominees shall
select such special legal counsel.
Article V
A. The affirmative vote of the holders of not less than 80% of
shares of Class A Common Stock of the Corporation shall be required for the
adoption or authorization of any business combination (as hereinafter
defined) with another party, if, as of the record date for the determination
of holder of the Corpora- ton's Class A Common Stock entitled to notice
thereof and to vote thereon, such other party is the beneficial owner,
directly or indirectly, of 10% or more of the outstanding shares of any class
of capital stock of the Corporation; provided that the foregoing shall not
apply to any such business combination which was approved by the Board of
Directors of the Corporation prior to the acquisition of the beneficial
ownership of 10% or more of the outstanding shares of any class of the
Corporation's capital stock by such other party.
B. The affirmative vote of the holders of not less than 80% of the
shares of Class A Common Stock of the Corporation shall be required for the
approval of any reclassification of securities, recapitalization or other
transaction (except redemptions permitted by the terms of the security
redeemed or repurchases of the securities for cancellation or the
Corporation's treasury) designed to decrease the number of holders of the
Corporation's Class A Common Stock remaining after any corporation, person or
other entity has acquired beneficial ownership of 10% or more of the
outstanding shares of any class of the Corporation's capital stock, unless
such transaction is unanimously recommended to the holders of Class A Common
Stock by the Board of Directors of the Corporation.
C. For the purposes of this Article V,
(1) the term "party" shall include any corporation, person or
entity;
(2) in determining the number of shares of capital stock of the
Corporation beneficially owned by another party to any such business
combination under Section A hereof or by any corporation, person or
other entity pursuant to Section B hereof, there shall be included any
such shares (i) which it has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or options,
or otherwise, and (ii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause
(i) above) by any other corporation, person or entity with which it has
any agreement, arrangement or understanding with respect to the
acquisition, holding voting or disposing of stock of the Corporation,
or which is its "affiliate" or "associate" as those terms are defined
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1978;
(3) the outstanding shares of any class of capital stock of the
Corporation shall be deemed to include shares beneficially owned
through application of clause 2(i) above (including any application
thereof pursuant to clause 2(ii) above) but shall not include any other
shares which may be issuable pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise; and
(4) the term "business combination" shall include any merger or
consolidation of the Corporation with or into, or the exchange of
shares of Class A Common Stock of the Corporation for cash or property
or other securities or obligations of, any other corporation, or the
sale or lease of all or substantially all of the property and assets of
the Corporation to, or any sale or lease to the Corporation or any
subsidiary thereof in exchange for Class A Common Stock of the
Corporation of any assets (except assets having an aggregate fair
market value of less than $2 million) of, any other corporation, person
or other entity.
D. Any determination made in good faith by the Board of Directors,
on the basis of information at the time available to it, as to whether (i)
any corporation, person or other entity is the beneficial owner, directly or
indirectly, of 10% or more of the outstanding shares of any class of capital
stock of the Corporation, (ii) any corporation, person or other entity is an
"affiliate" or "associate" of, or has an agreement, arrangement or
understanding with, another, or (iii) the assets being acquired by the
Corporation, or any subsidiary thereof, have an aggregate fair market value
of less than $2 million, shall be conclusive and binding for all purposes of
this Article V.
E. No amendment to the Articles of Incorporation of the Corporation
shall change, repeal or make inoperative any of the provisions of this
Article V, unless such amendment receives the affirmative vote of the holders
of not less than 80% of the shares of Class A Common Stock of the
Corporation, provided that this Section E shall not apply to, and such 80%
vote shall not be required for, any such amendment unanimously recommended to
the holders of Class A Common Stock by the Board of Directors of the
Corporation.
F. Nothing herein shall be deemed to affect any voting rights
imposed by law in favor of the Class B Common stock of the Corporation.
ARTCORP